Toshiba Corp. and Sony Corp. have announced that they had signed a non-binding memorandum of understanding expressing their intent to transfer from Toshiba to Sony the semiconductor fabrication facilities owned by Toshiba and operated by Nagasaki Semiconductor Manufacturing Corp. (NSM), a joint venture among Toshiba, Sony and Sony Computer Entertainment, and, following the contemplated transfer, terminate their NSM joint venture relationship.

NSM, which was established in March 2008 and is located in the Nagasaki Technology Center of Sony Semiconductor Kyushu Corp. (SCK), has been manufacturing the high-performance Cell processor, the graphics engine RSX and other high-performance semiconductors and leading-edge SoC (system-on-a-chip) for applications in digital consumer products of Toshiba and Sony. The facilities to be transferred would be the fabrication facilities and equipment for the 300mm wafer line located within the Nagasaki Technology Center purchased by Toshiba from Sony and SCK and leased to NSM in 2008 and other facilities that Toshiba and Sony will agree to transfer among those in which Toshiba invested in connection with the operation by NSM after the purchase.

After due diligence on the facilities to be transferred and continuing negotiations, Toshiba and Sony aim to execute definitive agreements (with respect to the contemplated transfer of the semiconductor fabrication facilities) as soon as possible before the end of the fiscal year ending March 31, 2011. Thereafter, Toshiba and Sony aim to complete the transfer early in the fiscal year ending March 31, 2012, subject to any necessary government approvals.